Securityholder Representative Expenses definition

Securityholder Representative Expenses shall have the meaning set forth in Section 10.2.
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Securityholder Representative Expenses is defined in Section 9.13(b).
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Securityholder Representative Expenses shall have the meaning set forth in Section 6.4(b).
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Examples of Securityholder Representative Expenses in a sentence

  • The Expense Fund Amount shall be held and distributed in accordance with the provisions of this Agreement, and will be available to cover the Securityholder Representative Expenses as provided in Section 7.8. The amount of cash, if any, each Consideration Recipient is entitled to receive pursuant to Section 1.6 shall be rounded to the nearest cent and computed after aggregating cash amounts owed to such Consideration Recipient.

  • As soon as practicable following the Effective Time, and in no event later than 5:00 pm California time on the first (1st) Business Day following the Business Day on which the Effective Time occurs, Parent shall deposit with the Escrow Agent an amount of cash equal to the sum of (i) the Base Escrow Amount, (ii) the Sales Tax Escrow Amount and (iii) the Securityholder Representative Expenses Reserve.

  • Any portion of the Advance Amount remaining after final settlement of the Contingent Payment pursuant to Section 2.8 and payment of the Securityholder Representative Expenses shall be distributed to the Securityholders in proportion to their respective Securityholder Percentages.

  • The Base Escrow Amount (plus any interest paid on such Base Escrow Amount), the Sales Tax Escrow Amount (plus any interest paid on such Sales Tax Escrow Amount) and the Securityholder Representative Expenses Reserve (plus any interest paid on such Securityholder Representative Expenses Reserve) are collectively referred to herein as the “Escrow Fund”.

  • Notwithstanding anything else in this Agreement to the contrary, the Securityholder Representative shall be entitled to direct the Escrow Agent to release funds from the Securityholder Representative Expenses Reserve to the Securityholder Representative, or to such other third party directly, as the Securityholder Representative directs without the requirement of the consent or participation of Parent.

  • Such Securityholder Representative Expenses may be recovered first, from the Expense Funds, second, from any distribution of the Escrow Funds otherwise distributable to the Company Securityholders at the time of distribution, and third, directly from the Company Securityholders.

  • By virtue of this Agreement and as partial security for the Indemnified Parties under Section 8.2(a), at the Effective Time, Parent shall deposit with the Escrow Agent the Base Escrow Amount, the Sales Tax Escrow Amount and the Securityholder Representative Expenses Reserve, such deposit to constitute an escrow fund to be governed by the terms set forth herein.

  • The Securityholder Representative Expenses Reserve shall be used to pay the Securityholder Representative Expenses and Advisory Committee Expenses in accordance with Section 8.8(b).

  • Each Company Securityholder further agrees that he, she or it shall promptly reimburse the Securityholder Representative for his, her or its allocable share of any Securityholder Representative Expenses.

  • The Expense Fund shall be held by the Securityholder Representative in a segregated account and shall be used (i) solely by the Securityholder Representative for the purposes of paying directly or reimbursing the Securityholder Representative for any Securityholder Representative Expenses it may incur in performing its duties or exercising its rights under this Agreement, any Related Agreement, or the Securityholder Representative Engagement Agreement, or (ii) as otherwise determined by the Advisory Group.


More Definitions of Securityholder Representative Expenses

Securityholder Representative Expenses has the meaning given to such term in Section 2.17(e).
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Related to Securityholder Representative Expenses

  • Holder Representative has the meaning specified in Section 11.1.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Companion Loan Holder Representative With respect to each Serviced Companion Loan, any representative appointed by the related Companion Loan Holder.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Seller Representative means Xxxxx Bank.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Administrative Expenses means (i) all administrative and operating costs and expenses incurred by the Partnership, (ii) those administrative costs and expenses of the General Partner, including any salaries or other payments to directors, officers or employees of the General Partner, and any accounting and legal expenses of the General Partner, which expenses, the Partners have agreed, are expenses of the Partnership and not the General Partner, and (iii) to the extent not included in clause (ii) above, REIT Expenses; provided, however, that Administrative Expenses shall not include any administrative costs and expenses incurred by the General Partner that are attributable to Properties or partnership interests in a Subsidiary Partnership that are owned by the General Partner directly.

  • Company Securityholders means the Company Stockholders, Company Optionholders and Company Warrantholders, collectively.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Administrative Expense Cap An amount equal on any Payment Date (when taken together with any Administrative Expenses paid during the period since the preceding Payment Date or in the case of the first Payment Date, the period since the Closing Date), to the sum of (a) 0.025% per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year and the actual number of days elapsed) of the Fee Basis Amount on the related Determination Date and (b) U.S.$250,000 per annum (prorated for the related Interest Accrual Period on the basis of a 360-day year consisting of twelve (12) 30-day months); provided that (1) in respect of any Payment Date after the third Payment Date following the Closing Date, if the aggregate amount of Administrative Expenses paid pursuant to Section 11.1(a)(i)(A), Section 11.1(a)(ii)(A) and Section 11.1(a)(iii)(A) (including any excess applied in accordance with this proviso) on the three immediately preceding Payment Dates and during the related Collection Periods is less than the stated Administrative Expense Cap (without regard to any excess applied in accordance with this proviso) in the aggregate for such three preceding Payment Dates, then the excess may be applied to the Administrative Expense Cap with respect to the then-current Payment Date; and (2) in respect of the third Payment Date following the Closing Date, such excess amount shall be calculated based on the Payment Dates preceding such Payment Date.

  • Non-Lead Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Partnership Representative has the meaning set forth in Section 5.2(a).

  • Equityholders has the meaning set forth in the Preamble.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Administrative Expense Claim means any right to payment constituting a cost or expense of administration of the Chapter 11 Cases under sections 503(b) and 507(a)(2) of the Bankruptcy Code including, without limitation, (a) any actual and necessary costs and expenses of preserving the Estates, (b) all compensation and reimbursement of expenses to the extent Allowed by the Bankruptcy Court under section 330 or 503 of the Bankruptcy Code, (c) any fees or charges assessed against the Estates under section 1930 of chapter 123 of Title 28 of the United States Code, (d) all Claims arising under section 503(b)(9) of the Bankruptcy Code, and (e) the Prepetition Lenders Adequate Protection Claims.

  • Issuer Representative means the person or persons at the time designated to act on behalf of the Issuer by written certificate furnished to the Company and the Trustee containing the specimen signatures of such person or persons and signed on behalf of the Issuer by its duly authorized agent. Such certificate may designate an alternate or alternates.

  • Administrative Expense means (a) any cost or expense of administration of the Reorganization Cases under section 503(b) of the Bankruptcy Code including, but not limited to (1) any actual and necessary post-petition cost or expense of preserving the Estates or operating the Debtors' assets and businesses, (2) any payment to be made under the Plan to cure a default on an assumed executory contract or unexpired lease, (3) any post-petition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtors in the ordinary course of business, and (4) compensation or reimbursement of expenses of professionals to the extent allowed by the Bankruptcy Court under section 327, 328, 330(a), 331, 503(b) or 1103 of the Bankruptcy Code, including, without limitation, the Futures Representative and its Representatives and (b) any fee or charge assessed against the Estates under 28 U.S.C. ss. 1930.